This article provides a high-level summary of the Reverse Morris Trust transaction structure, its advantages, and tax requirements, as well as securities and corporate law issues associated with the structure, necessary legal documentation, and potential key items of negotiation.

The stated rationale for an acquisition does not always match up to reality. Instead, the authors of this article suggest that a value-creating acquisition typically conforms to at least one of six archetypes.

This discussion considered many of the key strategic and tactical issues that cause deals to fail to close and remedies one might consider as deal structures are developed. The session then pivoted to look at some of the most common reasons completed transactions fail to produce expected synergies and returns for investors.

Until recently, GP-led secondary deals have generally been associated with “zombie funds” with lingering, hard-to-sell assets. However, 2017 witnessed the maturation of a relatively new feature in the private equity industry’s liquidity toolkit.